8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 16, 2026

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania

001-35600

75-3000378

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

701 Market Street

Suite 300

Philadelphia, PA 19106

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 546-7909

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common stock

FIVE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Shareholders of Five Below, Inc. (the “Company”) was held on June 16, 2026 (the “Annual Meeting”). A total of 55,294,929 shares of the Company’s common stock were entitled to vote as of April 17, 2026, the record date for the Annual Meeting, of which 45,043,683 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on May 1, 2026.

PROPOSAL 1: Election of nine Directors to hold office until the 2027 Annual Meeting of Shareholders.


Name	For		Against		Abstentions		Broker Non-Votes
Winnie Y. Park		40,897,186		181,304		40,622	3,924,571
Karen Bowman		40,259,376		819,510		40,226	3,924,571
Michael F. Devine, III		40,526,656		552,202		40,254	3,924,571
Dinesh S. Lathi		40,822,743		255,958		40,411	3,924,571
Robert M. Lynch		41,040,612		38,144		40,356	3,924,571
Richard L. Markee		40,833,688		245,052		40,372	3,924,571
Ronald L. Sargent		39,695,375		1,383,493		40,244	3,924,571
Mimi E. Vaughn		40,730,008		348,851		40,253	3,924,571
Zuhairah S. Washington		40,787,716		290,993		40,403	3,924,571

PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.


Votes For	Votes Against	Abstentions	Broker Non-Votes
44,315,850	692,122	35,711	0

PROPOSAL 3: Approval on an advisory (non-binding) basis of the Company’s named executive officer compensation.


Votes For	Votes Against	Abstentions	Broker Non-Votes
39,062,877	1,999,005	57,230	3,924,571

PROPOSAL 4: Vote on a shareholder proposal requesting a simple majority vote standard.


Votes For	Votes Against	Abstentions	Broker Non-Votes
36,827,517	4,175,219	116,376	3,924,571


Five Below, Inc.

By:		/s/ Daniel J. Sullivan
Name:		Daniel J. Sullivan
Title:		Chief Financial Officer and Treasurer